Coach 2006 Annual Report Download - page 80

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2. THE REVOLVING CREDIT FACILITY.
2.1 Commitment to Lend.
(a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees to lend to the Borrower and
the Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity
Date upon notice by the Borrower to the Administrative Agent given in accordance with Section 2.6, such sums as are requested by the Borrower up
to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus
such Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the
sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), including the Swing Line Loans, plus the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment at such time. The
Revolving Credit Loans shall be made pro rata in accordance with each Lender's Commitment Percentage. Each request for a Revolving Credit Loan
hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 11 and Section 12, in the case of the
initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on
the date of such request.
(b) Limited Increase In Total Commitment. Unless a Default or Event of Default has occurred and is continuing, the Borrower may request,
on one or more occasions, that the Total Commitment in effect on the date of such request be increased by up to $100,000,000, provided, however,
that (i) the aggregate amount of any and all increases pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) any Lender which is a party
to this Credit Agreement prior to such increase shall have the right to elect to fund its pro rata share of the increase and any additional amounts
allocated by the Administrative Agent, thereby increasing its Commitment hereunder, but no Lender shall be required to do so, (iii) in the event that it
becomes necessary to include one or more new Lenders to provide additional funding under this Section 2.1(b) in order to enable such increase in the
Total Commitment to occur, such new Lender must be reasonably acceptable to the Administrative Agent and the Borrower, (iv) the Lenders'
Commitment Percentages shall be correspondingly adjusted, (v) each new Lender shall make all (if any) such payments to the other Lenders as may
be necessary to result in the sum of the Revolving Credit Loans to be made by such new Lender plus such new Lender's proportionate share of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations being equal to such new Lender's Commitment Percentage (as then in effect)
of the aggregate principal amount of the sum of all Revolving Credit Loans outstanding to the Borrower as of such date plus the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations as of such date), and (vi) Revolving Credit Notes issued or amended and such other changes
shall be made to the Loan Documents, as shall be necessary to reflect any such increase in the Total Commitment. Any such increase in the Total
Commitment (whether by $100,000,000 or by a lesser amount) shall require, among other things, the satisfaction of such conditions precedent as the
Administrative Agent may require, including, without limitation, the obtaining by any applicable Lender of requisite internal approvals, the
Administrative Agent's receipt of evidence of applicable corporate authorization and other corporate documentation from the Borrower and the legal
opinion of counsel to the Borrower, each in form and substance satisfactory to the Administrative Agent and such Lenders as are participating in
such increase. The Borrower shall prepay Revolving Credit Loans outstanding on the effective date of any such increase (and any additional
amounts required pursuant to Section 5.10) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised
Commitment Percentages arising from any nonratable increase in the Commitments under this Section.
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